Units Capital Contributions. (a) The Interests of the Partners shall be represented by Units, which, at the sole discretion of the General Partner, may be divided into one or more types, classes, or series of Units. The Partnership may issue Derivative Units at the sole discretion of the General Partner. No fractional Units shall be issued by the Partnership. Each type, class, or series of Units and Derivative Units shall have the privileges, preference, duties, liabilities, obligations, and rights, including voting rights, if any (which may be senior to existing type, class, or series of Units), as determined by the General Partner in its sole discretion, provided that i) any Common Units shall not be offered at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the offering of such Common Unit; and ii) any Units or Derivative Units, if convertible into Common Units, the conversion price shall not be set or calculated at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the date when such Units or Derivative Units were issued. The foregoing conditions i) and ii) may be waived for any offering if the General Partner has received the approval of a Unit Majority prior to such offering. The Partnership is currently offering only Common Units but may offer other types, classes, or series of Units in the future at the sole discretion of the General Partner. As of the Effective Date, the number of issued and outstanding Common Units are as set forth on the Schedule of Partners opposite each Partner’s name. Each holder of Common Units shall be entitled to one (1) vote for each Common Unit held. Except as expressly set forth herein, no Partner shall be entitled to any return of capital, interest, or compensation by reason of its investment in the Partnership or by reason of serving as a Partner.
(b) Each Partner has contributed or shall contribute the amount set forth for such Partner on the books and records of the Partnership as its Capital Contribution. Such amount shall be credited to the Partners’ respective Capital Accounts upon the date of contribution. No Limited Partner shall be deemed admitted into the Partnership, unless such Limited Partner has fully funded such Limited Partner's Capital Contribution.
Units Capital Contributions. (a) The membership interests of the LLC shall be represented by issued and outstanding Units, which shall not be certificated. The Schedule of Members shall be maintained by the Board of Managers and shall identify all Members, their respective mailing addresses, the capital contributions made by each of them and the number of Units held by them. The Board of Managers shall update the Schedule of Members upon the issuance or transfer of any Units to any new or existing Member. A copy of the Schedule of Members as of the execution of this Agreement is attached hereto as Schedule A. Each Member shall be entitled to one vote per Unit held by such Member on all matters upon which the Members have the right to vote under this Agreement.
(b) The Members have made or will make a contribution of shares of Common Stock (the “Securities”) to the capital of the LLC in the amounts set forth on the Schedule of Members. Each Member shall receive one Unit for each share of Common Stock contributed to the LLC by such Member. The initial contribution of Securities by the Initial Members to the LLC shall occur simultaneously on the date hereof. Following such contribution, the LLC will own at least 90% of the outstanding shares of each outstanding class of stock of SGS. The LLC shall cause the specific Securities contributed by each Member to be held in a segregated lot (by the LLC, if certificates are contributed, or by a broker or other agent or custodian, if certificates are not contributed) clearly marked to identify the contributing Member of each such lot. The Board of Managers may call additional capital from the Members in exchange for the issuance of additional Units, on a pro rata basis in accordance with the number of Units then held by each Member, to pay costs, expenses and other Liabilities arising in connection with the organization and operations of the LLC. The Members shall concurrently make any contributions required under Section 17 hereof in exchange for the issuance of additional Units. The Schedule of Members shall be amended from time to time by the Board of Managers to reflect such additional capital contributions and issuances of Units. Upon conversion of any Convertible Note into Units, the Member that is the holder of such Convertible Note shall be deemed to have made a capital contribution to the LLC in an amount equal to the sum of the outstanding principal amount of such Convertible Note that has not been repaid plus all accrued and unpaid int...
Units Capital Contributions. There are a total of 100 Units ---------------------------- issued to the Member and outstanding as of the date hereof. The Member shall make an initial Capital Contribution to the capital of the Company consisting of the property described on Schedule 1 attached hereto. Capital Contributions of Additional Members shall be made for such consideration as may be established by the Board of Managers.
Units Capital Contributions. Upon the admission of an ---------------------------- additional Partner, other than pursuant to a transfer permitted by Section 9.1 or Section 10.6, the Partners shall, pursuant to Section 6.2(k), determine the number of Units to be awarded to such Partner. Each additional Partner's initial Capital Contribution shall be an amount equal to the product of (a) the number of Units such Partner is awarded pursuant to this Section 9.2, multiplied by (b) the average Gross Asset Value per Unit immediately prior to such Partner's admission but after giving effect to the adjustments set forth in subparagraph (ii) of the definition of "Gross Asset Value" in connection with such admission. The initial Capital Contribution from each additional Partner shall made concurrently with the admission of such Partner to the Partnership. Additional Partners shall also make additional Capital Contributions pursuant to Section 2.2 from time to time on the same basis as other Partners.
Units Capital Contributions. 16 3.1 Units and Capital Contributions 16 3.2 Capital Accounts 19 3.3 Negative Capital Accounts 20 3.4 No Withdrawal 20 3.5 Loans From Partners 20 3.6 Distributions of Property 20 3.7 Transfer of Capital Accounts 20 3.8 Certain Adjustments 20
Units Capital Contributions
